Todd Morgenfeld
AppLovinAbout Todd Morgenfeld
Todd Morgenfeld (age 53) has served as an independent director of AppLovin since September 2023, and currently chairs the Audit Committee and serves on the Compensation Committee. He was CFO and Head of Business Operations at Pinterest (2016–2023), previously VP Finance at Twitter (2015–2016), Treasurer/SVP Financial Analytics & Corporate Development at Hewlett-Packard (2013–2015), and an investment partner at Silver Lake Partners (2004–2013). He graduated first in his class from West Point and holds an MBA from Stanford GSB, and currently serves on the board of Urban Outfitters, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinterest, Inc. | CFO & Head of Business Operations | Nov 2016 – Jul 2023 | Led finance and operations for a scaled consumer internet platform |
| Twitter, Inc. | VP Finance | 2015 – 2016 | Senior finance leadership at a public social media company |
| Hewlett-Packard (HP) | Treasurer; SVP Financial Analytics & Corporate Development | 2013 – 2015 | Treasury, analytics, and corporate development oversight at a large-cap tech company |
| Silver Lake Partners | Investment Partner | 2004 – 2013 | Private equity investing in technology; board and governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urban Outfitters, Inc. (NASDAQ: URBN) | Director | Current | Public company board service |
Board Governance
- Independence: Identified as an independent director; all Audit Committee members meet Nasdaq and SEC independence standards, and he is designated an “audit committee financial expert.”
- Committee leadership and expertise: Audit Committee Chair; member of Compensation Committee; recognized for finance/accounting expertise and risk oversight.
- Board and committee attendance: In 2024, the Board held seven meetings; each director attended at least 89% of Board/committee meetings; aggregate attendance ~98%; eight of nine directors attended the 2024 annual meeting.
| Governance Item | Detail |
|---|---|
| Committees | Audit (Chair); Compensation |
| Audit Committee designation | Audit Committee Financial Expert |
| 2024 Committee activity | Audit (7 meetings) ; Compensation (8 meetings) ; Nominating & Corporate Governance (5 meetings) |
| Attendance (2024) | ≥89% for all directors; aggregate ~98%; 8/9 directors at annual meeting |
- Risk oversight: The Audit Committee oversees financial reporting, internal controls, disclosure controls, AI governance, cybersecurity, data privacy, legal/regulatory compliance, conflicts of interest, and related-party transaction reviews.
- Compensation governance: Compensation Committee engages independent consultants, evaluates say‑on‑pay feedback, and administers the clawback policy adopted in Nov 2023.
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 105,398 | Board/committee cash compensation paid quarterly; directors may elect RSUs/options in lieu of cash |
Director Compensation Policy (2024; parentheticals show Feb 2025 changes): Board member $50,000; Board chair $60,000; Lead independent director $75,000; Audit chair $35,000; Audit member $10,000; Compensation chair $30,000; Compensation member $10,000; Nominating chair $15,000 ($25,000); Nominating member $5,000 ($10,000). Cash paid quarterly; option to receive RSUs or options in lieu of cash.
Performance Compensation
| Grant | Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Initial Award (policy) | On/after start date | RSUs or Options (electable) | N/A | $425,000 → $500,000 (Feb 2025) | 12 equal quarterly installments (std. vesting dates: Feb 20/May 20/Aug 20/Nov 20) |
| Initial RSU (outstanding) | 09/05/2023 | RSU | 5,828 | Not disclosed for this grant | 1/12 on Nov 20, 2023; quarterly thereafter |
| Annual Award (policy) | Annual meeting date | RSUs or Options (electable) | N/A | $250,000 → $300,000 (Feb 2025) | Vests on earlier of 1-year anniversary or day prior to next annual meeting |
| Annual RSU (2024) | 06/05/2024 | RSU | 2,987 | 249,922 | Vests by next annual meeting or one year |
Additional terms:
- Change-in-control: Non-employee directors’ outstanding awards fully vest upon a change in control (as defined in the 2021 Plan), subject to service through the transaction date.
- Annual compensation cap: $750,000 per fiscal year (initial year up to $1,000,000). Equity valued at grant-date fair value under GAAP; employee/consultant pay outside director role excluded from cap.
- Clawback: Executive incentive compensation clawback policy effective Oct 2, 2023; administered by Compensation Committee.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Urban Outfitters, Inc. (URBN) |
| Interlocks | Compensation Committee interlocks: none; no insider participation among members. |
Expertise & Qualifications
- Expertise: Finance and accounting; public-company oversight; risk management; corporate governance; operational leadership in technology enterprises.
- Designations: Audit Committee Financial Expert; independent director.
- Education: United States Military Academy at West Point (first in class); Stanford Graduate School of Business (MBA).
Equity Ownership
| Holder | Class A Shares (#) | Class B Shares (#) | % Ownership | Notes |
|---|---|---|---|---|
| Todd Morgenfeld | 5,917 | — | <1% | 5,084 held + 833 RSUs scheduled to vest within 60 days of Mar 31, 2025 |
Ownership guidelines:
- Non‑employee directors: 500% of annual Board cash retainer; five years from policy adoption or appointment to comply. “Counts” include common shares, certain RSUs/full‑value awards; excludes unexercised options and performance‑based awards pending performance.
Director Election Support (Investor Confidence Signal)
| Nominee | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Todd Morgenfeld | 815,687,221 | 3,717,678 | 32,390,840 |
- Strong shareholder support in 2025 director election indicates investor confidence in his oversight and committee leadership.
Governance Assessment
- Strengths: Independent status; Audit Chair with financial expert designation; strong attendance; robust shareholder support; clear oversight of financial reporting, AI/cyber/data privacy compliance, and related‑party transaction review.
- Compensation alignment: Mix of modest cash fees and time‑vested equity aligned to long‑term service; directors can elect RSUs/options; change‑in‑control vesting and annual cap disclosed; ownership guidelines promote skin‑in‑the‑game.
- Potential conflicts: No related‑party transactions involving Morgenfeld disclosed; Audit Committee actively reviews any related‑party transactions.
- Signals to monitor: Equity ownership guideline progress relative to 500%-of-retainer requirement over the five-year compliance window; continued shareholder support levels in annual elections.
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or attendance shortfalls for Morgenfeld in 2024.